Entry into a Material Definitive Agreement, Change in Directors or Principal Officers

Item 1.01 Entry into a Material Definitive Agreement.

On February 25, 2014, CONMED Corporation (the "Company") entered into a
Nomination and Standstill Agreement (the "Agreement") with Coppersmith Capital
Management LLC, Jerome J. Lande, Craig Rosenblum (collectively, the "Coppersmith
Group") and Curt R. Hartman, in his capacity as a designee of the Coppersmith
Group to the Company's board of directors (the "Board"). The Coppersmith Group
currently beneficially owns 1,630,800 shares of the Company's common stock (the
"Common Stock"), which represents approximately 6.0% of the issued and
outstanding shares of Common Stock reported by the Company in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2013, filed with the
Securities and Exchange Commission on February 24, 2014. The Agreement is
effective from February 25, 2014 until the date that is thirty (30) days prior
to the expiration of the notice period specified in the Company's advance notice
bylaw related to nominations of directors at the 2016 annual meeting of
shareholders of the Company (the "Covered Period").

Pursuant to the Agreement, among other things:

· The Company will increase the size of the Board to eleven (11) members and
appoint Jerome J. Lande and Curt R. Hartman (the "Coppersmith Designees") to
the Board, effective as of March 1, 2014.

· The Board will promptly appoint Mr. Lande to the Corporate Governance and
Nominating Committee of the Board (the "Nominating Committee") and the
Compensation Committee of the Board and Mr. Hartman to the Audit Committee of
the Board.

· Eugene R. Corasanti will step down as Chairman of the Board and, if elected as
a director at the Company's 2014 annual meeting of stockholders (the "2014
Annual Meeting"), will not stand for re-election as a director at the Company's
2015 annual meeting of stockholders (the "2015 Annual Meeting").

· Mark E. Tryniski will be appointed as Chairman of the Board, effective
immediately.

· The Nominating Committee and the Board will nominate, recommend and support the
Coppersmith Designees and one independent director candidate selected by the
Company in its sole reasonable discretion from a list of candidates previously
provided to the Coppersmith Group (such nominee together with the Coppersmith
Designees, the "New Nominees") for election as directors at the Company's 2014
Annual Meeting.

? Bruce F. Daniels and Stuart J. Schwartz will not stand for re-election as
directors at the 2014 Annual Meeting, such that the size of the Board will
decrease to ten (10) members immediately following the Company's 2014 Annual
Meeting.

? Should any New Nominee be elected as a director at the 2014 Annual Meeting, the
Nominating Committee and the Board will nominate, recommend and support such
New Nominee(s) for election as directors at the 2015 Annual Meeting.

· The Coppersmith Group has agreed to vote all of the shares of Common Stock that
it beneficially owns in favor of the election of the Company's slate of
directors at the 2014 and 2015 Annual Meetings.

· The Coppersmith Group agreed to certain standstill provisions that remain in
effect for the duration of the Covered Period. These provisions restrict the
Coppersmith Group and certain of its affiliates and associates from, among
other things, engaging in certain proxy solicitations, soliciting consents from
stockholders, seeking to influence the voting of any Company securities, making
certain stockholder proposals, proposing or participating in certain
extraordinary corporate transactions involving the Company, calling meetings of
stockholders, seeking additional representation on the Board or nominating
candidates for election to the Board other than in accordance with the
Agreement, seeking to remove any of the Company's directors or taking any
action to influence the Board or the Company's management.

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The foregoing description of the terms and conditions of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the Agreement, which is attached as Exhibit 10.1 hereto and incorporated
herein by reference. On February 25, 2014, the Company issued a press release
announcing the signing of the Agreement. A copy of the press release is attached
as Exhibit 99.1 hereto.

The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated into this Item 5.02 by reference.

On February 25, 2014, on the recommendation of the Nominating Committee, the
Board appointed Jerome J. Lande and Curt R. Hartman as members of the Board,
effective as of March 1, 2014, to serve a term ending at the 2014 Annual Meeting
in accordance with the Agreement. Also in accordance with the Agreement, Mr.
Lande will join the Nominating Committee and the Compensation Committee and Mr.
Hartman will join the Audit Committee. There are no related-party transactions
that would be required to be disclosed under Item 404(a) of Regulation S-K with
respect to either Mr. Lande or Mr. Hartman.

Messrs. Lande and Hartman will be entitled to the same annual fees as the other
non-executive directors of the Company and will be eligible to participate in
the Director Fee Plan, as further described in the Annual Proxy dated April 10,
2013. In addition, the Board awarded Mr. Lande and Mr. Hartman 1,000 Restricted
Stock Units, subject to 100% vesting as of June 1, 2014 with delivery on August
25, 2014.

On February 25, 2014, Eugene R. Corasanti stepped down as Chairman of the Board,
and the Board thereafter appointed Mark E. Tryniski as Chairman of the Board.

In connection with the Agreement, Bruce F. Daniels and Stuart J. Schwartz will
not stand for re-election to the Board at the 2014 Annual Meeting and Eugene R.
Corasanti will not stand for re-election to the Board at the 2015 Annual Meeting
if he is elected as a director at the 2014 Annual Meeting.